OPFI.NYSEOppfi INC
SCHEDULE 13D/A: OppFi Insider Ownership Update: Key Holders Adjust Stakes and Exercise Exchange Rights
Sentiment:
Beneficial Ownership Update
An amendment to Schedule 13D reveals significant beneficial ownership details for OppFi Inc., including recent share transactions by key insiders and the ongoing impact of the company's 'Up-C' structure.
Summary
- Todd G. Schwartz, Executive Chairman and CEO, beneficially owns 60,090,170 shares, representing 69.0% of OppFi Inc.'s Class A Common Stock and Class V Voting Stock combined.
- Theodore G. Schwartz beneficially owns 22,786,799 shares, representing 26.2% of the combined class.
- The beneficial ownership percentages are based on 27,550,120 shares of Class A Common Stock and 59,517,277 shares of Class V Voting Stock outstanding as of June 13, 2025.
- The company operates under an 'Up-C' structure established through a Business Combination on July 20, 2021, involving FG New America Acquisition Corp. and Opportunity Financial, LLC.
- The original Business Combination involved approximately $806.5 million in consideration, including $91.6 million in cash and 96,987,093 shares of Class V Voting Stock.
- 25,500,000 Earnout Units, subject to performance targets, were forfeited on July 21, 2024, as the targets were not satisfied, leading to the cancellation of corresponding Class V Voting Stock.
- Since July 30, 2021, a total of 38,204,667 shares of Class V Voting Stock have been cancelled due to various exchanges and the forfeiture of Earnout Units.
- OppFi Shares, LLC (OFS) currently holds 59,517,277 shares of Class V Voting Stock, including 734,851 new shares issued in connection with the acquisition of equity interests in Bitty Holdings, LLC.
- LTHS Capital Group LP and LTHS Revocable Trust engaged in multiple sales of Class A Common Stock in May and June 2025, totaling 470,988 shares, at volume-weighted average prices ranging from $11.5862 to $12.8666 per share, pursuant to Rule 10b5-1 trading plans.
- These Class A sales correspond to the cancellation of Class V Voting Stock, indicating the exercise of Exchange Rights followed by sales.
- Theodore G. Schwartz received 49,328 shares of Class A Common Stock on June 5, 2025, from vested Restricted Stock Units (RSUs) and was granted 12,907 new RSUs on June 10, 2025.
- Todd G. Schwartz received a grant of 122,280 RSUs on April 1, 2025, with 25% vesting immediately and the remainder vesting quarterly over three years.
- On June 13, 2025, LTHS Capital Group transferred 3,000,000 OppFi Units to LTHS Revocable Trust.
Sentiment
Score: 5
Explanation: The document is a factual report of beneficial ownership changes and related transactions, typical for a Schedule 13D amendment. It does not contain overtly positive or negative forward-looking statements or significant new strategic initiatives, maintaining a neutral sentiment.
Negatives
- 25,500,000 Earnout Units were forfeited on July 21, 2024, because the associated Earnout Targets were not satisfied, indicating a failure to meet specific performance milestones.
Risks
- The Tax Receivable Agreement includes provisions for accelerated payments to Members in the event of certain triggers, such as the Issuer exercising early termination rights, a change of control, failure to make required payments, or a material breach of obligations, which could result in a significant lump-sum cash payment by the Issuer.
Future Outlook
The Reporting Persons do not have any present plans or proposals that would result in major corporate actions (such as mergers, liquidations, or changes in capitalization), but they may review, reconsider, and change their position or purpose, and may seek to influence management or the Board regarding the Issuer's business and affairs.
Management Comments
- Todd G. Schwartz serves as the Executive Chairman and Chief Executive Officer of the Issuer.
- TGS Revocable Trust and LTHS Revocable Trust have purchased shares of Class A Common Stock in the open market using personal funds to demonstrate confidence in the Issuer and its strategy.
Industry Context
This Schedule 13D filing primarily details changes in beneficial ownership and related transactions for a publicly traded company, OppFi Inc., which operates in the financial services sector. The 'Up-C' structure is a common arrangement for companies that go public via a SPAC merger, allowing pre-IPO owners to retain tax advantages. The ongoing exercise of exchange rights and RSU grants are standard mechanisms for insider liquidity and compensation in such structures. The forfeiture of earnout units indicates that specific performance targets set during the initial business combination were not met, which can be a common outcome in SPAC deals.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Chairman of the Board | NA | Todd G. Schwartz | 2021-07-20 | Appointment upon the Closing of the Business Combination. |
| Chief Executive Officer | NA | Todd G. Schwartz | 2022-02-23 | Appointment by the Issuer. |
| Director | FGNA directors | Todd G. Schwartz, Theodore G. Schwartz, Jared Kaplan, Christina Favilla, Jocelyn Moore, David Vennettilli, Greg Zeeman | 2021-07-20 | Appointment upon the Closing of the Business Combination, replacing former FGNA directors. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Corporate Structure | The Issuer adopted an 'Up-C' structure following the Business Combination, where OppFi Inc. became the sole manager of Opportunity Financial, LLC. | 2021-07-20 | This structure allows for tax efficiencies for the original members of Opportunity Financial, LLC and provides a mechanism for their equity interests to be exchanged for publicly traded Class A Common Stock. |
| Governing Documents | The Issuer adopted its Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. | 2021-07-20 | These documents define the corporate governance framework, including the dual-class share structure (Class A and Class V) and the rights and obligations of shareholders and the company. |
| Board Nomination Rights | The Members' Representative (Todd G. Schwartz) has the right to nominate five directors to the board of directors of the Issuer, subject to certain independence and holdings requirements, as per the Investor Rights Agreement. | 2021-07-20 | This provision grants significant influence over the composition of the board to the founding members, ensuring their strategic vision and interests are represented. |
| Exchange Rights | Each Retained OppFi Unit held by Members may be exchanged for either one share of Class A Common Stock or, at the Issuer's election, the cash equivalent of one Class A share, subject to conditions and a nine-month anniversary of Closing. | 2021-07-20 | This mechanism provides liquidity to the original OppFi members and allows for the conversion of their non-public units into publicly tradable shares, impacting the Class A share count over time. |
Related Party Transactions
- The Business Combination itself involved transactions between FGNA, Opportunity Financial, LLC, OppFi Shares, LLC, and Todd G. Schwartz as the Members' Representative.
- The OppFi A&R LLCA, Investor Rights Agreement, and Tax Receivable Agreement are contracts between the Issuer and certain Reporting Persons (Members), governing their rights and obligations related to the 'Up-C' structure, board nominations, registration rights, and tax benefits.
- Theodore G. Schwartz received RSUs and Class A Common Stock in his capacity as a director of the Issuer.
- Todd G. Schwartz received RSUs in his capacity as Chief Executive Officer of the Issuer.
- LTHS Capital Group LP transferred 3,000,000 OppFi Units to LTHS Revocable Trust on June 13, 2025, both of which are Reporting Persons and related entities.
Stakeholder Impact
- **Shareholders**: The filing provides transparency on significant insider ownership and recent share transactions, which can influence investor perception and share price. The 'Up-C' structure and associated agreements (like the Tax Receivable Agreement) can impact the company's financial performance and cash flow, indirectly affecting shareholder value.
- **Management/Employees**: The RSU grants to Todd G. Schwartz (CEO) and Theodore G. Schwartz (Director) are part of their compensation, aligning their interests with shareholder value. The forfeiture of Earnout Units indicates that certain performance targets were not met, which could reflect on past management performance.
Next Steps
- Theodore G. Schwartz's 12,907 RSUs will vest on the earlier of the one-year anniversary of the grant date (June 10, 2025) or the next annual meeting of the Issuer.
- The remaining 75% of Todd G. Schwartz's 122,280 RSUs granted on April 1, 2025, will vest in equal quarterly increments over the following three years.
- Reporting Persons may, at any time, review, reconsider, and change their position and/or purpose regarding their investment in the Issuer, and may seek to influence management or the Board.
Key Dates
| Date | Description |
|---|---|
| 2021-02-09 | Date of the Business Combination Agreement. |
| 2021-07-20 | Closing Date of the Business Combination, when FG New America Acquisition Corp. completed transactions with Opportunity Financial, LLC and changed its name to OppFi Inc. |
| 2021-07-20 | Date of the Investor Rights Agreement and Tax Receivable Agreement. |
| 2021-07-30 | Date of the initial Schedule 13D filing. |
| 2022-02-23 | Todd G. Schwartz was appointed Chief Executive Officer of the Issuer. |
| 2022-07-20 | Vesting date for 18,484 RSUs received by Theodore G. Schwartz on November 16, 2022. |
| 2022-11-16 | Theodore G. Schwartz received 18,484 shares of Class A Common Stock in settlement of RSUs. |
| 2023-06-07 | Vesting date for 46,729 RSUs received by Theodore G. Schwartz on June 8, 2023. |
| 2023-06-08 | Theodore G. Schwartz received 46,729 shares of Class A Common Stock in settlement of RSUs. |
| 2024-03-12 | Filing date of Amendment No. 2 to the Original Schedule 13D. |
| 2024-03-28 | Filing date of Amendment No. 3 to the Original Schedule 13D. |
| 2024-05-14 | Filing date of Amendment No. 4 to the Original Schedule 13D. |
| 2024-06-05 | Vesting date for 72,196 RSUs received by Theodore G. Schwartz on June 7, 2024. |
| 2024-07-20 | Deadline for achievement of Earnout Targets for 25,500,000 OppFi Units. |
| 2024-07-21 | Earnout Units were forfeited as Earnout Targets were not satisfied. |
| 2024-07-23 | Filing date of Amendment No. 1 to the Original Schedule 13D and Joint Filing Agreement. |
| 2025-04-01 | Todd G. Schwartz received a grant of 122,280 RSUs. |
| 2025-05-14 | LTHS Capital Group and LTHS Revocable Trust sold Class A Common Stock (60,069 and 30,035 shares respectively). |
| 2025-05-15 | LTHS Capital Group and LTHS Revocable Trust sold Class A Common Stock (123,390 and 61,696 shares respectively). |
| 2025-05-22 | Class V Voting Stock cancelled (101,489 and 53,336 shares). |
| 2025-05-27 | Class V Voting Stock cancelled (14,546 shares). |
| 2025-06-05 | Theodore G. Schwartz received 49,328 shares of Class A Common Stock in settlement of RSUs, which vested on this date. |
| 2025-06-06 | Class V Voting Stock cancelled (81,007 shares). |
| 2025-06-09 | Class V Voting Stock cancelled (50,000 shares). |
| 2025-06-10 | Theodore G. Schwartz received a grant of 12,907 RSUs. |
| 2025-06-12 | LTHS Capital Group and LTHS Revocable Trust sold Class A Common Stock (126,900 and 63,449 shares respectively). |
| 2025-06-13 | LTHS Capital Group and LTHS Revocable Trust sold Class A Common Stock (64,632 and 32,316 shares respectively). |
| 2025-06-13 | LTHS Capital Group transferred 3,000,000 OppFi Units to LTHS Revocable Trust. |
| 2025-06-13 | Date of event which requires filing of this statement (reference for beneficial ownership calculation). |
| 2025-06-17 | Signature date for the Schedule 13D Amendment No. 5 filing. |
Keywords
OppFi Inc., SEC filing, Schedule 13D, beneficial ownership, Class A Common Stock, Class V Voting Stock, Up-C structure, insider transactions, Restricted Stock Units, RSUs, Exchange Rights, Tax Receivable Agreement, corporate governance, stock sales, OppFi Shares LLC, Todd G. Schwartz, Theodore G. Schwartz
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